Reading the DIFC Foundations Law and the ADGM Foundations Regulations side by side

The DIFC Foundations Law is DIFC Law No. 3 of 2018, in circulation as Consolidated Version No. 2 of March 2022. The ADGM Foundations Regulations 2017 were enacted on 14 August 2017 and consolidated in January 2025, with amendments footnoted in 2020, 2021, 2023 and 2025. Sections were renumbered in between, so numbers in older commentary will not match.

The texts agree on the architecture: separate legal personality, a charter with by-laws, a council of at least two, duties of good faith and reasonable care, a guardian in defined circumstances, and migration in and out of the centre. They diverge as follows.

1. Reserved powers. DIFC Article 26 begins from a prohibition, then allows a closed list, each power detailed in full in the charter: to amend, revoke or vary the charter or by-laws, to amend the objects, and to terminate the foundation. It then time limits them: a natural person may reserve them for no longer than the duration of his life, a legal person for no longer than fifty years from establishment, after which they lapse notwithstanding the terms of the charter (Article 26(2)). ADGM section 17 lists a wider set, including powers to direct or approve investment activity, to appoint and remove councillors and guardians, and to add or exclude beneficiaries. It permits reservation to the founder or any other person, sets no lapse period, and requires any disposition of assets to be made by resolution of councillors giving effect to them.

1. Charitable objects. DIFC Article 12(2)(a) permits exclusively charitable objects, and Article 19(5) prevents such a charter from being amended to substitute a non-charitable object. In the ADGM, section 8(2) as enacted in 2017 read that the objects "shall not include a charitable purpose". The equivalent provision in the January 2025 consolidation, section 2(2), carries a footnote recording an amendment on 5 May 2020 and no longer contains those words. Commentary describing ADGM foundations as unable to hold charitable objects reflects that older text.

1. Intermediaries. A DIFC foundation may, but need not, have a registered agent (Article 24(1)); with none appointed, the by-laws and annual accounts go to the Registrar. An ADGM foundation must at all times have a company service provider licensed for that controlled activity, unless the Registrar is satisfied that it has substantial UAE resources, experience and personnel and adequate governance policies (sections 18(1) and 18(2)). That provider acts as registered office provider, maintains the records and makes the filings owed to the Registrar (section 18A).

1. Guardians. In the DIFC a founder or a body corporate may be guardian, and an appointment is void if the person is also a council member (Articles 23(3) and 23(6)). In the ADGM a guardian may be a beneficiary and a legal person, but not a founder, a councillor or a sole beneficiary (section 26(3)), and must be a fit and proper person (section 26(5)).

1. What each register records. The DIFC Registrar must keep a register carrying the particulars filed on establishment, other than the nationality and address of any natural person, and must make it available for public inspection on payment of the prescribed fee (Articles 35(2) and 35(3)). The ADGM Foundations Register records the name and registration number, the company service provider, each councillor's name and address, the date of establishment and payment of annual fees (section 7(11)). Beneficiaries' and any guardian's names and addresses fall within the defined term Confidential Disclosure, held confidentially by the Registrar subject to any requirement to disclose to public authorities (section 47), though the Fees Rules 2025 set a nil fee for inspection of councillor and guardian particulars.

1. Protection against foreign claims. Four DIFC articles address this, covering determination of all matters under DIFC law without reference to other jurisdictions, the survival of a valid disposition against foreign law that does not recognise foundations or confers heirship rights, non-recognition of heirship rights in the property of a living person, and non-recognition of an inconsistent foreign judgment (Articles 13 to 16). The ADGM covers the ground more briefly at sections 32 to 34. Both preserve creditor recourse where the transferor was insolvent or intended to defraud a creditor, with the burden of proof on the creditor (DIFC Article 14(3); ADGM section 33(2)).

Sources, all retrieved 11 August 2026:

• DIFC Foundations Law, consolidated March 2022: https://edge.sitecorecloud.io/dubaiintern0078-difcexperie96c5-production-3253/media/project/difcexperiences/difc/difcwebsite/documents/laws--regulations/foundations_law_difc_law_no_3_of_2018_consolidated.pdf
• ADGM Foundations Regulations, consolidated January 2025: https://en.adgm.thomsonreuters.com/sites/default/files/net_file_store/ADGM1547_19329_VER01012025.pdf
• ADGM Foundations Regulations as enacted 2017: https://assets.adgm.com/download/assets/20170530-adgm-foundations-regulations-2017.pdf/0813822275c511ef98084a56782d2642
• ADGM Foundations Regulations (Fees) Rules 2025: https://en.adgm.thomsonreuters.com/sites/default/files/net_file_store/ADGM1547_27653_VER01012025.pdf

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